Shattered Clouds
by SuperMittenman
Summary: An unofficial sequel to Aurora Dawn's Rainbow Factory.


Well, I've come to tell you all a story. Like most stories, I suppose I should start with my name. My name is Steel Masquerade. I work as a Cloudsdale Weather Patroller. It's not my favorite job, but the pay is good, and you'd never hear me complaining about seeing Sweet Apple Acres from the air, with the wind blowing through my mane and the adrenaline pumping through my veins as I do a nose dive straight to the ground and barely pull out of it. I love the feeling of adrenaline. I love the way is brings so much energy to me. The rest of my life is rather dull, you see. Unlike most Pegasi, I live on the ground. In a small town named Ponyville. Most of the time, I like to write poems and dilly-dally with musical instruments. But, overall, life is too much of a bore for me. I'd love any taste of adventure, literally. This may seem rather disturbing to you; but I'd love any adventure, even if it means my death. Of course, I would much rather go through an adventure where I survived. So I could tell the wonderous - or treacherous - story to the people I meet in this wonderful life. Which, of course, I am doing with you. Let's start from the beginning, shall we?

Cloudsdale, a wonderful place. I went to school there as a young colt. Along with the others, such as Fluttershy and Rainbow Dash. I did not know them well, but, I did have a little crush on Rainbow Dash back in the day. As a colt in my teen years, I always seemed to go for the ones that were considered "out of my league" by society. She didn't pay attention to me much, and by doing this she lured me in causing me to be more attracted to her.

I grew up fast, as my parents said. I was a few inches taller than all of the students my age. I had a few bullying problems as well. I was one of the ones that was never afraid to be myself. And I most certainly never backed down to a fight. I was very headstrong and ignorant then. I actually broke that poor colt's snout after he pushed me to the ground for calling him the "idiotic scum of existence."

Me and Rainbow Dash never did go anywhere, we only shared a few awkward stares and then it was back to whatever it was we were doing. It's funny, I've always been an observant fellow. So I'd often stare at her without thinking about it. When she stared at me back I could never tell if she caught me staring at her, or it was just the opposite.

Fluttershy was a nice filly. She was always quiet, and never really talked to anybody in school. So, I never got to speak to her. I hoped she'd get along fine in school. Most of the people like her ended up being mocked and spat at by the jocks at our school.

Anyway, the whole adventure started when I got a telegram delivered by the regular mailmare, Derpy Hooves. It was a peculiar telegram, something didn't seem right about it. Something seemed as though everything in my life was about to change. I held the envelope in my right hoof and stared at the return adress for a second, scanning it to see if anything could ring a bell.

_Aero Thunder, Director of Operations_

Cloudsdale Rainbow Factory

As I opened the envelope, I braced myself for anything. It had to be something important. After all, I did't see what the Director of Operations of the Rainbow Factory would want from me. I was but a simple Pegasus living in Ponyville. I pulled the paper outside of the envelope and unfolded it. It surprised me to see that there was a blood stain on the lower right corner of the paper I had unfolded. What did I do? Well, I thought it would be obvious. I read the letter.

She's gone insane! They all have! You have to help me! You have to help the fillies and colts here! They're going to kill them all!

Listen, Steel. I'm sorry I did those things to you that long ago! But I need your help! You're the only one I could think of! She'll find me out soon. I have very little time.

I need you to come to the Rainbow Factory and kill her! Before she does the same to you! To all of us! You have t-

Hello, Steel. I remember you. You were that little colt in class. The one who always had a crush on me.

Don't be a hero. You can't save any of them.

They're all dead.

And you will be the same if you dare step foot in Cloudsdale.

I stared at the paper in horror. I remember Aero, I thought to myself. He was the colt who made fun of me in school! And, was that Rainbow Dash? Has Rainbow gone insane? The curiosity overwhelmed me.

I had to visit the Rainbow Factory.

I didn't really pack for the trip. I didn't plan to stay that long. Even so, I always loved to pack light for any trip of any sort. I never saw any logic in bringing things I was never going to use.

For this particular trip, I used a small backpack. I only brought bottled water, some hay crackers, a flashlight, and a black-striped hoodie in case of a slight breeze in Cloudsdale. You see, being it's height in the sky, it is always a victim to strong breezes. But it's not normally something the weather patrol can't handle.

As I stepped outside of my house, I looked up at the sky. Seeing if I could locate Cloudsdale through the dense fog. Upon seeing it, I took off from the group. Flying at a cruising speed to Cloudsdale.

It felt as if butterflies were in my stomach. I was extremely nervous about what I was going to see or encounter in the factory. After all, it seemed Rainbow Dash had killed the stallion who tried to send me the letter. Why would she send me the letter? I thought to myself. Is she planning something? Is she going to attempt to kill me like she did Aero Thunder? Despite these thoughts that it was a trap and that I would surely die, I pressed on.

When I got to Cloudsdale, I looked down at the plaza. To my surprise, it was eerily abandoned. The houses were empty, the shops and marketing places were all closed. There wasn't a single sign of life. All of the houses were left untouched. The furniture had not been moved. The shops still had their stocks left. Everything was there, except for the Pegasi.

After walking around the small plaza, I found the stairs leading up to the factory. As I started to trot up the stairs, I saw a sign. It read:

_RESTRICTED AREA_

KEEP OUT

Upon going up the stairs further, I saw many other signs saying the same thing. By this point, I was scared, very scared. I was tempted to turn back. And I almost did. But, my curiosity got the best of me. So, I pressed on.

When I reached the top of the stairs, I saw a closed iron gate. It blocked the entrance to the Rainbow Factory. There was a small hut that a guard would sit in, and would open the gate for the employees of the factory in. I walked over to the entrance of the hut. I put my hoof over my mouth and gasped in horror. There, was the guardspony. Dead, lying on his back. His stomach had been ripped open, and I could see his ribs. His organs had been ripped out and were completely missing from the body. I looked away in disgust. For, I had never seen a dead pony before. Especially not a dead pony in that condition.

I had to pull the lever inside the hut. After mustering up the will to do it. I walked in the hut and to the lever. Being careful not to step on the carcass of the guardspony. After grasping the lever with my left hoof. I pulled it down and quickly ran out of the hut. I really didn't like seeing dead ponies. And I didn't like being near them, either.

After walking through the gate, I trotted up to the entrance doors. There was a sign next to one of the doors. It read:

_I suppose I'll give you a fighting chance..._

_There's a sword in the chest to your left._

There, to my left, was a wooden chest. I opened it, and there was a sword. It wasn't exactly one of the best of swords, but it would do nicely against any foes I would meet along the way.

I opened the door and saw nothing but darkness inside the building ahead. So, I put my backpack on the ground and unzipped it. After digging through the backpack, I pulled out the flashlight, zipped up the backpack, and put it back on. I turned the flashlight on and walked inside the eerily dark entrance hall. There was something evil about it, one could sense it in the atmosphere. The air was musty and smelled of burning metal. The place must have grown older since I was a young colt.

When I reached the end of the hall, there were two entrances. The one to the left was the door to the tour along the factory, which was locked. And the other was to the employees offices. As I walked up to the door to the employees offices, I heard a faint moan coming from the other side of the door.

As I opened the door, I raised my sword up in front of me, prepared for the worst. The room I had entered was a room with open-offices for employees. There was an awful stench in the air, so awful I almost couldn't breathe. The moaning became louder as I walked further into the maze of offices, until it sounded as if someone were right there with me.

Then, it was silence. Complete silence. The kind of silence that scares you down to your very soul. Until, I heard a hoofstep behind me.

I whipped around and as soon as the flashlight landed on the creature that had been making those noises. I screamed. I screamed louder than I had ever screamed before. There, before my eyes. Was the most horrifying image that still haunts me today. There before of me stood a stallion with his flesh rotten to the bone. His jaw hanging off of his head by what was left of the skin on his cheek. His eyes were completely white and lifeless. He had no facial expression whatsoever.

What seemed like an old scary ponytail. Was coming to life.

There, before me, stood a zombie. I knew what it was at first glance.

It walked closer to me, staring at me with his lifeless gaze. I froze up. I didn't know what to do. I was so scared I couldn't do anything.

It took all of the courage I had left at that moment, but I raised my sword and decapitated the horrifying beast.

And, it was just my luck that the such a scream I had made when I saw the zombie alerted the other four in the room of my presence.

I ran around the room, trying to find the entrance to the director's offices. While doing this, I managed to decapitate two other zombies I ran into with the sword I had been given.

When I finally found the entrance, there was a large zombie-pony in front of the door. I recognized this pony. It was Aero Thunder. The poor stallion had turned shortly after dying.

The large zombie looked at me with his lifeless eyes and moaned. Before he could even get close, I cut off his head with my sword.

I quickly went through the door and shut it behind me, in fear of the other zombie I had left alive trailing me behind. As I walked through the hall, adrenaline remained pumping through my veins from the encounter, and I was breathing hard as well as had a large headache.

I looked up at the sign above one door. It read:

_Derpy Hooves_

_Director of Weather Operations_

Before I went inside, I checked through the small window the door had. There was no sign of zombies, so I entered the room.

I sat at her desk and looked through the drawers. I found her dairy. I looked through it, finding the latest date.

_3/13/11_

_Dear Dairy,_

_Rainbow Dash yelled at me today... I only wanted a muffin... Why does she have to be so mean?_

_Something is wrong here. Besides the fact that we change failed Pegasi into Rainbows._

_Rainbow Dash is planning something, but I don't know what. She's having some kind of injection tested. All I know is that it brings the dead back to life or something life that._

_She seems to hate me now... I just don't know what went wrong._

I closed the dairy and put it on the desk. What? I thought to myself in disbelief. They change Pegasi in rainbows?

I looked through her drawers once more. Seeing if I could find anything.

Then, I found a blueprint. On the top, it read: "Pegasus Device"

I studied the plans carefully.

How? What? How could Princess Celestia allow this? I thought to myself. This isn't possible! It can't be! Is this what the Rainbow Factory was really made for?

After gathering my thoughts together, I pressed on. I stepped out of Derpy's officer and started down the hallway again.

As I got further down the hallway, the lights seemed to turn on. I turned off my flashlight, as it had no use in the light.

When I got to the end of the hallway, there was a door. Above the door read:

_Rainbow Dash_

_C.E.O. and Founder of the Rainbow Factory_

"Step inside." a familiar voice sounded. I looked around, confused if it were my imagination or something else.

"Are you going to step inside or not?" the voice sounded again. I looked up on the ceiling and saw a speaker. That must be it. I thought.

I stepped inside the room, not knowing who I was going to face. "I'm in the next room." the voice sounded. This time it wasn't from the speakers. It was a real voice.

I walked into the next room and looked to my right. There, was Rainbow Dash. Sitting at her desk, staring at me with her violet eyes. With a disturbingly calm look on her face.

"Come, sit down." She said, motioning to the seat in front of her desk.

I sat down and cautiously put the sword on the desk, staring at her, making sure she wouldn't attack.

We both sat there staring at each other.

"What happened here?" I asked, finally breaking the silence.

"What do you mean?" She replied, with a questioning look on her face.

"I mean the employees. What's happened to them? They've been zombified. Why did you do this to them? Why did you kill them?" I asked, staring at her with a serious expression.

"They were all going to betray me. They couldn't handle their jobs. And now that we're here, I can carry on with mine." She said, with an intimidating face.

Before I could react, she jumped from her seat and pinned me down on the ground. She knocked me out using the butt of the sword I had been using.

When I revived, I was tied to a metal chair by thin ropes. My eyesight was blurry at first, but when it cleared, I could see Rainbow Dash sitting there staring at me five feet away from the chair I was tied to, as if she had been staring at me while I was unconscious.

I stared at her, looking as confused as I felt.

"Why am I here? Why me, Rainbow?" I asked.

She stared at me for a second, then answered.

"Pegasi that failed their test aren't the only ones that can be turned into rainbows. You were one of the people I could think of... You see, I'm not just going for the worthless ones now. I'm going to kill all of the Pegasi in Equestria. The Rainbow Factory is destroyed now, I'm the only one left who will run this factory. And, like any other C.E.O. would do, I'm going off with a blaze of glory. I'll be taking all of the spectra from every Pegasi and storing it. And when the time is right. I will use all of the spectra to make one glorious rainbow."

"But why?" I asked. "You don't have to, Rainbow. You could just quit. You don't have to let your insanity control you."

"My insanity?!" she laughed. "How could you be worried about me?"

"Because I care, Rainbow." I said.

"No, you don't. You're lying! Just like all the others! What I've done is unforgivable! There's no way out of this! I had to kill you before you tell Celestia about this factory!" She screamed, moving closer to me.

By this point I felt it was all too late. I noticed a knife in her hoof. She was ready to kill me. And she was going to kill me.

"Don't do this Rainbow Dash." I said. "You don't have to do this. Nobody is forcing you. You could just burn this factory down and we could both get out of here alive. I won't tell anybody about this."

"I have to! You're lying! I can tell! You're all lying fools! You deserve to die you worthless fool! I'll never be forgiven! I never can be!" She screamed.

"Yes you can, Rainbow. I forgive you. I'm not lying. I swear I'll keep your mouth shut." I pleaded.

"I know you'll keep your mouth shut after I'm done with you!" She screamed.

She walked up to me and held the knife to my neck.

"Please, Rainbow."

I looked into her violet eyes. And for the first time in years. I was starting to cry. My eyes became watery and I could barely see. I knew I was going to die. My fate had already been decided. We're never ready to go. Nobody can ever be ready to leave. Death is a scary thing for some people. And I had just walked up to death's doorstep.

But then, I felt the knife come off of my neck. And Rainbow Dash hugged me, and tears came down her eyes. I hugged her back and held her tight. I'd never felt so much relief in my life. I couldn't help but cry as well. I'd been overwhelmed with emotion these passed hours.

"I'm so sorry." She sobbed, digging her muzzle into my shoulder.

"It's okay, Rainbow. It's okay." I said, trying to sooth her. "We need to destroy this factory. Any ideas?"

Rainbow Dash rubbed her eyes and calmed herself down.

"The Pegasus Device is the heart of the building. And the Pegasus Device is only meant to process broken bones. If a full skeleton is thrown into the machine it will overload. And the whole factory should be destroyed." She said.

"Hmm... Oh! I know! The zombie I left behind in the open-offices. If we lure him in here we should be able to throw him in the machine." I said, smiling a little bit.

So we opened all of the doors and lured him in using the smell of pony meat that was left in the Pegasus Device. When he came in. Rainbow started the Pegasus Device up and pushed the zombie in.

We managed to fly out from the entrance I came through and made it to safety before the Rainbow Factory was completely destroyed.

"And that's how I saved your mother from insanity and destroying all of Cloudsdale!" Steel Masquerade yelled.

"Wow!" Exclaimed a blue-furred Pegasus with a dark rainbow-colored mane "That's so awesome dad! You always have the coolest stories. Even if some of them are made up, they're still awesome."

"Well thanks, Airin. Now, get to sleep. Tomorrow's a school day." Steel Masquerade said, with a smile on his face.

"Okay, goodnight dad, love you." Airin said.

"Love you too." I said, walking out of the room.

"You know, Steel. Someday, you're going to have to tell him that that's a real story." A cyan-furred pegasus with a rainbow mane said.

"I know, Rainbow. But, we still have a few years yet before he's ready to take it in." Steel Masquerade said.

"That may come sooner than you think." Rainbow Dash said.

_The End._


End file.
